GPRE prices offering of convertible senior notes due 2018

By Green Plains Renewable Energy Inc. | September 17, 2013

Green Plains Renewable Energy Inc. announced today the pricing of its offering of $100 million aggregate principal amount of Convertible Senior Notes due 2018, which was upsized from the previously announced $75 million aggregate principal amount of notes. The notes will be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, by the initial purchasers of the notes. The company has also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $20 million aggregate principal amount of notes, solely to cover over-allotments.

The Company intends to use the net proceeds of this offering for general corporate purposes. While the company does not have any binding commitments or definitive agreements to enter into potential acquisitions, it may use a portion of the net proceeds to acquire or invest in additional facilities, assets or technologies that it believes further its growth strategy. In addition, the company may use a portion of the net proceeds to repurchase some of its outstanding 5.75 percent Convertible Senior Notes due 2015 through open market repurchases, privately negotiated transactions or otherwise.

The notes will mature on Oct. 1, 2018 and will bear interest at a fixed rate of 3.25 percent per year, payable on April 1 and Oct. 1 of each year, beginning April 1, 2014. The notes will be general senior, unsecured obligations of the company. On and after Oct. 1, 2016, and prior to the maturity date, the company may redeem all, but not less than all, of the notes for cash if the sale price of the company's common stock equals or exceeds 140 percent of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the Company delivers notice of the redemption. The redemption price will equal 100 percent of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a fundamental change, holders of the notes will have the right, at their option, to require the Company to repurchase their notes in cash at a price equal to 100 percent of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. 

The notes will be convertible, at the option of the holders, into consideration consisting of, at the company's election, cash, shares of the company's common stock, or a combination of cash and shares of the company's common stock (and cash in lieu of fractional shares) until the close of business on the scheduled trading day immediately preceding the maturing date. However, before April 1, 2018, the notes will not be convertible unless certain conditions are satisfied. The initial conversion rate will be 47.9627 shares of the company's common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $20.85 per share of the Company's common stock), representing a 22.5 percent conversion premium over the last reported sale price of the company's common stock on The NASDAQ Global Market on Sept. 16, 2013. The conversion rate will be subject to adjustment upon the occurrence of certain events. In addition, the Company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company's calling the notes for redemption.